You then will have two quick dialog options that don't alter the game if you are dealing with Lilly going after Ben. If you are dealing with Carley anything you say she will remember. During the dialog Kenny is working on getting rid of the walker below the tire. Once he finally removes it the situation escalates.

While everyone is looking at Kenny finishing the job, Lilly pulls a gun on either Ben or Carley. If she pulls it on Ben, Doug will put himself in between the two and dies for Ben. If she points the gun at Carley she will shoot her in the head.

Everyone goes ballistic and Kenny comes over with the next extremely important decision.

"GET IN. We're leaving this CRAZY BITCH." - Kenny

Get in and we'll figure out what to do with you. - You get Lilly back into the RV.

You're not coming with us. - You leave Lilly behind.

Either way Lilly will tell the group that you are a murderer. If you told everyone before this, her statement will make no difference to anyone. If you didn't tell anyone or more importantly didn't tell Kenny he will be shocked but will have everyone move on.

If you take Lilly with you:
Lee will tie up Lilly's hands, gives Ben the gun, and places him on guard duty as she sits in the back of the RV.If you leave Lilly:
Lilly will stand and watch as everyone drives away. A walker comes out of the woods, startles Lilly and she runs off into the woods.

On the ride Katjaa will call Lee to the front of the RV for a confession of her own; Duck has been bitten during the attack on the motor home. Dialog here is non-altering so weep your heart out. Katjaa and Kenny decided to keep a careful eye on Duck as they head east hoping and most likely praying for a cure along the way. They want you to inform Clem yourself. Move on over and tell Clem what's happening. You can use this chance to delve deeper into the relationship between the two if you would like.

When you are done Lee will drift to sleep and will be roused when Clem is making noise and she appears as a walker! ~Panic Event~
You will need to mash the button until the event ends and you wake up. If you don't make it you will still wake up.~Panic Event Over~

Kenny will inform the crew that they need to stop as they cannot go any further. Everyone gets out and sets up mini-camp around the train and RV area. Kenny and Lee will be forced to find a way to move the train. Also keep a lookout for food and water for Duck as he is getting worse.

Our first task is to gather items for later. You may talk to Katjaa/Duck to get this little side quest to help Duck, talk to Clem, Ben, and then head back to the RV. Do the following lines if you have Lilly with you before you get the pencil, otherwise skip it. Go into the RV and run through the dialog options with Lilly. Move to the front of the RV and grab the pencil from the console. As you go to get out of the RV Lilly will come up behind you and claim she could have easily just killed you. The dialog here is non-altering. Lilly will lock up the RV and drive off leaving the group stranded.

If you didn't have Lilly exit the RV with the pencil retrieved from the console up front and talk to Ben. Either way with the Lilly episode or without it you could accuse him which would be the path toward tensing your relationship with Ben.

We will start by getting that water for Duck and checking out the left hand side of the train. Head into that boxcar and notice that it appears someone has recently been living in it. Grab the water lying around and bring it back to Katjaa/Duck. Katjaa will be thankful for your help.

Let's head back to the train and up the yellow ladder. Head toward the right hand side and open up the compartment doors you will pass. The second one will have tools in which you should take one of the three. Keep heading toward the front and you will see a body in the seat. Lee will point his gun and contemplate shooting but it would be too noisy. If you picked up a tool Lee will open the door and smash the skull of a dead human who never was turned walker. Kenny comes up to assume control and informs you that you need to find out how to get the train moving. Remember the pencil we got before? Well there is a notepad in the front compartment that you could do a scribble on in order to see the instructions that were written on the previous page.

Your instructions are the most sure way of solving this puzzle. We will try and talk through it though. We start by looking at the area of the console that has the big 6 on it. We will leave the first two small levels pulled down. The two big ones in the middle we want moved to the up position. The small levers on the right hand side are up for the first one down for the second and up for the third. Once you get them in the correct order Kenny will let you know that the dashboard has lit up.
Here is a quick table of the levers from the left to the right in order:1 is Down. 2 is Down.3 is Up. 4 is Up. 5 is Up.6 is Down.7 is Up.

Look at the console again and this time find the big 5 portion. Refer to your instructions but here is how we will walk through it:
The first dial should be turned so that it is horizontal and the second should be left alone. You know you have it right when Kenny let's you know that another part of the train is working. We are going to leave the train now and head out the other door to the cabin (the one we did not go through).

Once you head outside notice the walker trapped in the car by the front of the train. Taking care of this walker is part of the Duck side quest. Move over to the car and notice that he is strapped in by the seat belt with animal crackers by his feet. Lee will inform you how we go about this but you will unlatch the walker and move back as to slam its head in the door in order to kill it. Once you do that you can return to Katjaa/Duck with the crackers and again Katjaa will appreciate your concern.

Head back up that little yellow ladder and stop at those doors before the cabin. Open the first door and find the switch that needs to be worked. If you read your instructions you know how the switch needs to be turned, otherwise turn it to the left and then to the right to kickstart the train. Kenny will come over to you and let you know everything is running if you did it right, the dialog here is non-altering.

Head back to the cabin and go over to Kenny and pull the throttle only to find out that something is still attached keeping you in place. Head all the way back to the boxcar on the left. If you didn't already pick up the map inside it grab it now and open up the door at the backside of the red boxcar. Hop to the other side and notice where we are locked in. Take your tool from before and free the train. Upon heading back to the red boxcar you will meet the newest member of the group.